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Patent Assignment & Technology Transfer Agreement

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EXHIBIT 10.1


PATENT ASSIGNMENT AND
TECHNOLOGY TRANSFER AGREEMENT


This Patent Assignment and Technology Transfer Agreement ("Agreement") is entered as of March 18, 2002 between Quixote Corporation ("Quixote"), a Delaware corporation with offices at One East Wacker Drive, 30th Floor, Chicago, Illinois and B&B Electromatic, Inc. ("B&B") a Delaware corporation with offices at 14113 Main Street, Norwood, Louisiana.


WHEREAS, B&B through beneficial ownership of various intellectual property rights including patent rights, copyrights and various other arrangements has the right to assign the rights in certain assets including Patents, Documentation, Technology and Improvement rights (as hereinafter defined).


WHEREAS, Quixote wishes to obtain full right, title and interest to the various Patent, Documentation, Technology and Improvement rights of B&B and B&B wishes to assign and transfer to Quixote all such rights under the terms and conditions hereinafter appearing.


NOW, THEREFORE, for and in consideration of the mutual promises herein made, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


1. Definitions


In this Agreement the following terms shall have the following meanings unless the context otherwise requires:


1.1 "Affiliate" means, with respect to a specified Person, any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person.


1.2 "Documentation" means all manuals, models, drawings, designs, diagrams, bills of material, manufacturing routers, vendor lists, computer programs and all other tangible technical information relating to the nature or operation of the Technology, including but not limited to 120 Volts single phase and 12 Volt technology, which might reasonably be of interest to either party.


1.3 "Licensed Territory" means the world.


1.4 "Patents" means: (a) any of the patents and patent applications listed on Exhibit A; (b) any additional patent issuing in any jurisdiction on any patent application listed on Exhibit A; (c)


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any patents issuing as a result of a re-examination or reissue proceeding of any of the foregoing patents; (d) renewals, extensions and certificates of corrections of any of the foregoing patents; and (e) continuations, continuations-in-part, divisional or other applications claiming filing priority of the foregoing applications.


1.5 "Person" means any individual, partnership, corporation, limited liability company or other entity.


1.6 "Technology" means the Patents, the Documentation and trade secrets and know-how, skill and knowledge for thoroughfare-crossing guards as more particularly described and embodied in the Patents.


2. Transfer


2.1 Assignment of Patents. B&B hereby irrevocably assigns to Quixote exclusively throughout the Licensed Territory, all right, title and interest (choate or inchoate) in (i) the Patents, (ii) all precursors, portions and work in progress with respect thereto and all inventions, works of authorship, mask works, technology, information, know-how, materials and tools and fixtures specifically acquired or designed for use with products embodying the Patents or to the development, support or maintenance thereof and (iii) all copyrights, patent rights, trade secret rights and all other intellectual and industrial property rights of any sort and all business, contract rights, causes of action, and goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing, all as specified in Schedule A, attached hereto and made a part hereof


B&B agrees to assist Quixote in every legal way to evidence, record and perfect the Section 2 transfer including executing the Patent Assignment attached hereto as Exhibit B and to apply for and obtain recordation of and from time to time enforce, maintain, and defend the assigned rights, all at Quixote's expense.


2.2 Technology, Documentation and Models. B&B hereby transfers or otherwise provides to Quixote, free and clear of all security interests, including any conditional sale or other title retention agreements, liens, changes, claims, pledges, exceptions, defects of title and other encumbrances of any kind, all Technology in its possession that has not previously been disclosed or transferred and which is necessary and desirable to Quixote to exploit the Technology to a standard at least equivalent to those being operated by B&B at the date hereof. Upon execution of this Agreement, B&B will deliver Quixote all Documentation in possession of B&B and the demonstration or exhibition physical model, specified as serial number CN5277 (the "Model"); provided, however, that Quixote shall allow B&B to use the Model for purposes of demonstration or exhibition as long as (i) B&B provides Quixote with reasonable notice, (ii) the Model is not currently used by Quixote, and (iii) B&B agrees to pay any freight cost to move the Model to any demonstration or exhibition site. Without prejudice to the generality of the foregoing, the transfer of Technology shall also include the following obligations:


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a. B&B will train or consult with such personnel of Quixote as selected
by Quixote for up to a total of one hundred and twenty (120) B&B man
days within the first two (2) years from the date hereof on all
matters relating to the Technology at B&B facilities in Norwood,
Louisiana at no charge Quixote.


b. Thereafter, B&B undertakes to train or consult with such additional
personnel of Quixote as selected by Quixote at Quixote request on all
matters relating to the Technology in such manner, at such locations,
and at such reasonable rates as agreed by the parties at Quixote' s
expense.


3. Transition Activities


3.1 Orders, Leads. B&B hereby assigns and transfers all orders, marketing leads and related materials pertaining to the railroad and railroad bridge industry to Quixote. Quixote shall pursue said leads and accept orders on terms and conditions it believes reasonable.


3.2 Manufacturing. With respect to sales by Quixote of the first four (4) crossings or for a period of one (1) year from the date hereof, whichever is sooner, B&B will manufacture the products for such orders. For purposes of this Agreement, a crossing will consist of two complete B&B VT6802 safety barriers, including all electronics plus one spare VT6802 arm. If the sale is for demonstration purposes, Quixote will pay B&B $65,000 per crossing. If the sale is pursuant to a third party purchase, but not for demonstration purposes, Quixote will pay B&B 90% of the net proceeds but not less than $90,000 per crossing for those products.


4. Consideration


In consideration of the rights granted hereunder, Quixote hereby pays to B&B a lump sum payment of $350,000 cash at closing. The consideration described in this Section 4, Section 3 and the license agreement between Quixote and B&B, attached hereto and made a part hereof, shall be the only consideration required of Quixote with respect to the subject matter of this Agreement.


5. Representations and Warranties


B&B represents and warrants to Quixote that:


A. B&B is the sole owner of all rights, title and interest in and to the
Technology including the Patents;


B. B&B has not assigned, transferred, licensed, pledged or otherwise
encumbered any of the Technology , including the Patents, or agreed to
do so;


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C. B&B has full power and authority to enter into this Agreement and to
make the assignments as provided for herein;


D. To the best of B&B's knowledge, there are no violations, infringements
or misappropriations of any third party's rights (or any claim
thereof) by the Patents or the Technology;


E. Neither B&B nor any of its agents was acting within the scope of
employment by any third party when conceiving, creating or otherwise
performing any activity with respect to anything purportedly
transferred or assigned herein;


F. To the best of B&B's knowledge, there are no current challenges with
respect to the patentability or validity of any claims of any existing
patents or patent applications relating to the Patents or Technology;
and Quixote acknowledges that neither it nor any affiliate has any
current challenges with respect to the patentability or validity of
any claims of any existing patents relating to the Patents or
Technology; and


G. The B&B railroad safety barriers currently being offered for sale are
known as VT6802 and VT6802HD products, and meet the requirements of
the Federal Highway Administration NCHRP-350, Test Level II guidelines
and have been accepted by the Federal Railroad Authority.


6. Other Assurances


6.1
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